


That Which Guides Us

by Rieve



Category: RWBY
Genre: Alternate Universe - Dystopia, M/M, Slow Build
Language: English
Status: In-Progress
Published: 2016-10-14
Updated: 2016-11-15
Packaged: 2018-08-22 09:35:43
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 16,724
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8281217
Author URL: https://archiveofourown.org/users/Rieve/pseuds/Rieve
Summary: When Dr. Polendina, James's friend and coworker, is murdered by the very people they work for, James takes it upon himself to save the man's daughter from the same fate. Unfortunately this means escaping from Atlas, and everything they've ever known. They make it with help from a scavenger from Patch, but James soon realizes that in addition to everything else, he's going to have to learn how to be a dad, face monsters from fairytales, and deal with his growing attraction to the scavenger that only seems to tolerate him.





	1. A Fool With a Plan

**Author's Note:**

> This is my first fic, but I'll try my best to make it readable!  
> I'll try to keep some things the same but I'll be playing a lot with the setting in this AU

It had been a day just like any other when James Ironwood received the news that changed his life. Rhythmic beeping had forced him into dull wakefulness, and he stared at the tiny hovering screen on his nightstand. 8:00 AM. The glowing numbers were a brilliant blue white to promote wakefulness, and he indulged in a silent hatred of both them and the irritating noise they emitted --only for a short moment though. Like always, there was work that had to be done. 

Yawning, he pushed himself out of bed and reached for his scroll. Winter’s face stared up at him next to the icon that signified unopened messages, but before he could tap it to see what she’d sent, the low humming that meant his holographic screen was booting up disrupted the silence. Within moments a paper-thin holographic square blinked into existence, washing the room in a faint blue glow.

His eyebrows stretched upward in surprise. Only two entities in all of Remnant had the authority to remotely control that screen. One was himself, the other was Schnee Corp’s main committee. Hurriedly, he pulled on an overcoat to hide his prosthetics, and with a creased brow, tried to recall if there’d been any important meetings scheduled for this morning. There weren’t, he eventually decided --none that he’d been informed of, anyway.

Nonetheless, his full attention should be given. With a slight clink, he set his personal scroll on a glass table, and turned to face the screen that was now hovering in the air. It automatically accepted a video call, and a digital square materialized to reveal a woman with a beautiful, unreadable face. He smiled in greeting, his stance as professional as if he’d been in a newly pressed suit, rather than just his sleepwear and an overcoat. “Mr. Ironwood,” The voice coming from the hologram was as clear as if she’d been standing in front of him. “Apologies for the unexpected call. I am pleased to inform you that you have now been promoted to the head of Schnee Corp’s robotics department.” 

Slowly, he folded his hands behind his back and tried to process the news. For a short, glorious moment, joy flooded through him. Him? Head of Robotics? The good he could do-- countless designs for prosthetic limbs and mechanical soldiers that could now be brought to fruition. The resources he’d now have access to— the possibilities were endless. 

Something, however, was off. A cold settled into the pit of his stomach when he finally realized what it was. “I’m honored. I’m truly, truly honored.” Geniality. Faint pleasure. Metallic coldness. He had always been a master at donning the mask the committee wanted to see. Part of him found it as natural as breathing. The rest of him hated it. “But, if I may ask, what happened to the previous head of robotics? He didn’t inform me that he’d be leaving the position.”

The woman in the scroll gave a thin-lipped smile completely devoid of mirth. “The previous head has been ill for a while now, I’m afraid. It’s a pity, but his wish to keep his health issues private has resulted in a premature death.” She folded her hands in her lap. “The help the company could have given him if he had let us know… I trust you won’t make the same mistake, Mr. Ironwood?”

The words that came after ‘premature death’ had faded into the background of his mind until they were only a barely recognizable buzz. Silence that stretched on for far too long ensued. Dr. Polendina was dead? Just like that? James kept his face smooth and emotionless, but inside he desperately clawed at his emotions to keep them in some semblance of control. Yes, he had to think about this calmly. Nothing was ever as it seemed when Schnee was involved. His friend had died of an illness? Lie. That had to be a lie. His friend would never simply die in secret like that. Not while he had Penny to take care of. 

Wait… Penny. A sick feeling began to spread through his chest. They didn’t know, did they? They couldn’t. 

“I-- I see.” Eyebrows knitted into a façade of impersonal concern. “What a tragedy. He will be sorely missed. …I can assure you I’d certainly never be so foolish as to refuse company assistance.” He shook his head. “Not when so much of Atlas relies on Schnee Corp Robotics.”

“Good.” The committeewoman gave a clipped nod. “I expect to see you at the meeting tomorrow. You’ll have a considerable amount of new duties that will need to be discussed.” A hint of calculated warmth made its way into her razor thin smile. “We expect great things from you Mr. Ironwood. Please do not disappoint us.” With this the screen blinked into nothing, darkening the room until the pale wintry light that spilled from the windows was the sole source of illumination. 

A few silent minutes ticked by before James turned away from the screen, folding his hands behind his back as he slowly walked to stand in front of the windows that surrounded the room. The weather council had decided on snow today. It was a popular choice. The sparkling blanket of white made the view outside truly spectacular. 

He watched unblinkingly as the fluffy flakes spun in lazy spirals outside. Had Dr. Polendina really been ill? Kept it a secret from everybody, even his closest friends? No. Perhaps… perhaps Schnee Corp. had killed him. It was a drastic conclusion, but it was the only thing that made sense. Dr. Polendina was a near hermit. He ate in his lab, slept in his lab. The man worked like a dog, and from what Ironwood could tell didn’t have a single enemy. Schnee Corp had somehow found out about Penny, and ordered him assassinated. No matter how he turned it in his mind, it was the only deduction that made sense.

A sigh escaped his lips, lightly fogging the window. He’d been aware of the corporation’s less than savory actions for a while now, but Atlas was the most beautiful country in all of Remnant, and this was largely due to Schnee Corp. While warring and pollutants had destroyed the rest of the world, the technologies and sciences Schnee Corp had provided caused Atlas to flourish. The end justified the means. That had been something he’d believed to his very core. But now…

For a moment he studied the elegant white city outside, letting his eyes drift closed as his mind brought up images of the lawless outside world he’d seen on the news. Atlas was a veritable paradise compared to that. Of course living here came with a few caveats. Use of one’s Aura was forbidden, for one, as was leaving your district without the proper permissions. 

He pinched the bridge of his nose. More personal to him was the law that forbade robots that weren’t immediately discernable from a human, and Penny… She was a robot that both appeared human, and had an aura that she was fully capable of using. Dr. Polendina shouldn’t have even been able to create such a thing. James still wasn’t certain how he did it. He’d always known his old, kind friend was a genius, but Penny went beyond genius. She was practically human-- and highly illegal. He didn’t doubt Schnee Corp would do whatever it could to hide her existence from the ruling council, even if it meant killing an old man and an innocent girl.

He started to quietly laugh, releasing a shuddering breath when he was done. This was ridiculous. Was he listening to himself? Where did all of this paranoia come from? The corporation didn’t know about Penny. There were only two in the world that did, well, one now he supposed.

Starting to feel a slight chill, he left the window and dressed himself, ordering his coffeemaker to brew a cup. The familiar sound of machinery and running water was calming, and he smiled as he started to feel more like his old self. 

He hadn’t gotten a funeral date, he suddenly realized. Perhaps Winter would know. Scooping up his scroll, her face continued to stare accusatorially next to message he still hadn’t opened. Well that was easily fixed. He tapped it with a small smile, and then his blood turned to ice. 

“They’re asking me questions about an android,” she’d said. “Did you build something that wasn’t up to code? I recommend you destroy it before they look any further.” The connotations of the message were clear. They knew. They somehow knew.

He folded his arms, fingers digging into his biceps as every doubt he had ever had about Schnee rose to the surface. Was Penny dead? He had to find out. How could he find out? 

Suddenly, he pivoted and walked across the room, his shoes clicking across the tiles in a nervous staccato. Stopping in front of an unassuming wall, he uttered a few key words and a safe that had been concealed by an intricate web of holograms rippled into view. Taking a deep breath, he forced lightly trembling hands to still before reaching to input the password. 

The reinforced container was nearly empty, holding only 3 items. Reaching inside, he first gathered up the Lien, stuffing all that was there in his wallet before moving to the other items. Next, an extra set of tools. His hand hovered over them for a split second before scooping them up and stuffing them in his jacket. 

Finally, he turned to the object he’d been trying to avoid. A revolver, and one he wasn’t supposed to have. He hadn’t known why he’d built it. Perhaps a part of him had always known it would come to this. If the council knew it was in his possession… 

Shaking his head, he firmly gripped the revolver and stowed it away. There was little time to spare. If they hadn’t found Penny already it was only a matter of hours, minutes even, before they did. He closed the safe, and with the touch of only a few buttons, its holographic disguise once again settled into place. 

Rising, he made his way to the door, but for a short moment he found himself stopping in his tracks. Even more doubts began to cloud his mind. He’d lose everything. Was it worth it all for a robot? Granted, an amazing robot that went beyond what he thought was possible but… Exhaling softly, his fingers rose to drift over the cool, metal neurotransmitter implanted above his right eyebrow, and this seemed to be all it took for him to gather his courage. He set his jaw, leaving behind everything to make the most foolish decision he’d ever made in his life.

Qrow found himself blinking awake just as the sun was creeping over the horizon. He yawned and stretched, a slow smile creeping over his face. His mouth might be as dry as cotton, and his muscles might ache from fighting off those Beowolves yesterday, but today was going to be pretty alright. He had that lucky feeling he sometimes had. To make matters even better, it was an Atlesian trash day. Oh how he looked forward to the clanging noise of cascading debris, and the treasures hidden within. The sound was music to the ears of a scavenger like him.

Maybe some rich schmuck threw out their personal android, or a police bot got caught up in the mix. Both would be chock full of valuable parts. His gaze drifted to rest on the sword that leaned against the wall. It could definitely use an upgrade. Not to mention the girls’ weapons…

Rubbing his hands together, he hopped out of bed and made his way to the kitchen, only pausing at the door of the room Ruby and Yang shared. “Is that snoring I hear?” he called past the door with a grin. “Could it be that this poor man you called old yesterday is up and at ‘em hours before his two nieces?”

He was rewarded with a tired groan from Yang, and the blonde girl padded over to pull open the metal door. “What’s got you all chipper, Uncle Qrow? Something happen?”

Ruby had only blinked awake for a short moment, using the heel of her hand to wipe away drool before crashing back onto the pillow. She only moved once more so that a wayward arm could flop over the black and white corgi next to her.

“Nah, I just feel good about today.” He reached to ruffle the top of Yang’s head. “It’s an Atlesian trash day too. Mind keeping an eye on the house while I head out today? I’ll make sure to bring back any comics I find.”

She sleepily grinned back. “Sure thing Uncle Qrow. I’ll keep the house mostly in one piece.”

“Mostly, eh?” He poked her forehead before continuing his journey to the kitchen. “I’m feeling omelets today. What about you?”

“I’m feeling like I should head back to bed, but yeah. Omelets sound good.” She yawned. “Have fun digging through trash.”

He laughed as she closed the door behind her, frying up some powdered eggs and adding a small ration of cheese. He made enough for the three of them and the dog before relaxing in his favorite chair, his own portion in hand. 

Watery morning light streamed through the tiny reinforced windows. Their current house wasn’t a house exactly, but a repurposed Atlesian airship. 3 years ago they’d stripped it of anything they could didn’t need, and then they’d made it their own. His eyes rested fondly on the drawings and posters pasted on the walls. He’d grown far too attached to the place. Hopefully they’d get to stay a few more years, but Grimm had a habit of congregating exactly where you didn’t want them to.

Spearing a heap of eggs on his fork, he stuffed it in his mouth and chewed thoughtfully while trying to gauge how much longer their food storages would last. He’d have to buy more soon in any case, and his wallet was depressingly empty. 

With a pricking of guilt, his thoughts turned to the ill spent nights at the Crow Bar. Alcohol was expensive, but when bad days came up, when the worst of his memories crawled up from whatever dark hole they resided in, the only thing he knew to do was to drown them. How the girls still put up with him, he didn’t know. All he could do was try to earn the Lien he’d wasted back. 

Shoveling the rest of his food into his mouth, he headed back to change into his clothes. He quickly tugged on his favorite gray shirt, and with a new resolve, he planned to find enough parts for a new weapon. One they could sell. That’d pay for year or two at the least. 

Once fully changed, he grabbed his sword and headed out. The surrounding landscape was depressing. He’d heard Patch had once been beautiful, but now only dirt, clumps of scraggly gray trees, and a trash filled ocean remained. “Don’t fail me now, spoiled Atlesian pricks,” he muttered to himself. “Throw a fortune down to the commoners below, and we’ll all end up happy.”


	2. For Your Thoughts

**Notes for the Chapter:**

> It's time to meet Penny!

It had been almost too easy to get into Dr. Polendina’s lab. James’s access card had already been updated, and enough people recognized his face to not find him an unusual presence. He smiled, issued genial greetings, acted as if nothing was amiss, and his surroundings responded in kind. In the back of his mind he wondered if they even knew that one of the greatest minds in robotics was no longer breathing. He hoped they didn’t. That would just make all of this normalcy too sad.

The lab itself was immaculately clean and white. Perfectly organized cybernetic components and tools littered the counters, and screens detailing designs and code hovered throughout the room. 

The order of it all was comforting, and he let his eyes drink in the meticulous scene. This had been the birthplace of so many amazing things, and his right hand flexed open and closed as he looked over it all. 

He exhaled through his nose and tore himself away from the sight. With determination in his stride, he headed up a delicately wrought set of metallic stairs. 

A fond smile touched his lips at the more lived in state of the second floor. It was still utterly clutter free, but a mattress with a slightly rumpled blanket rested among the counters, as did a bookcase and a coffeemaker. It was the bookcase he approached, opening a hidden side panel and pressing his right hand into the sensor that lay within.

A tingling of static electricity raced up his arm, and the hidden mechanism confirmed his identity. Pressurized air hissed through the walls and a large panel beside the bookcase slid upwards and out of sight. He stepped inside, nearly disoriented at the sudden difference in his surroundings.

Penny’s room had been installed with a small fortune’s worth of hologram emitters. With a bit a tinkering, she could make her surroundings appear however she desired. Today she’d chosen to make it look like a little piece of the night sky had fallen and settled around them. Stars made swirling patterns in the deep blue, and periodically wire thin lines of light would shimmer past to connect constellations. To add to the strangeness of it all, pale blue jellyfish made of stars rippled past, occasionally dissolving into a shimmering spray of tiny lights.

James felt a tension drain out of him as he saw the small redhead sitting in the center of the floor. She was hugging her knees to her chest, and her eyes were widened in pure wonder as she looked at all the stars. 

“Penny,” he said softly. “You’re alright.”

She immediately got to her feet, smiling brightly at her guest. “Salutations Mr. Ironwood! Why would I not be alright? In fact I am quite terrific.

Cold bloomed throughout his chest. She still didn’t know. He mentally hit himself. Of course she didn’t. She only knew two people in all of Remnant, and the only one still alive was him.

“…Many things have changed in a very short amount of time,” he found himself saying, hesitantly approaching her. A jellyfish pulsated as he stepped through it, and then disintegrated into nothing. “It’s… difficult to explain, but you can’t stay here any longer.” 

Penny’s reaction was instantaneous. “No.” She shook her head with widened eyes, and took a step back. “I must never ever leave. Father was very clear about that.”

“Things have changed,” he said again, his voice strained. “I’ll… I’ll explain at a more opportune time. Right now though, you’re going to have to trust me. People that would hurt you have become aware of you’re existence. They’re searching, and it’ll be a short time before you’re found.”

Silence stretched between them, and he began to wonder if he had done something wrong. Finally, Penny raised her hand an the stars around them dissolved, leaving behind a girl’s room that looked as if it had come straight out of a furniture advertisement. “I want to trust you,” she said earnestly. “In fact, I very much want to, but for some reason it is difficult. I think it is because father is not here, and that this situation is all very strange.” She looked down, and shifted her weight. “…I also thought you didn’t like me very much.”

He stared at her. “You thought I… Oh…” Now that he thought on it, their past interactions had been impersonal to the point of feeling clinical. He coughed into the side of his fist to clear his throat. “That’s ridiculous. I’ve never disliked you.”

She dared to peer up at him from under her bangs. “You treat me very differently than you treat father. Differently than the way you treat the people on the television, also. You _smile_ at them.” 

Had he never really smiled at her? 

He reached to loosen his tie and thought back to the day he’d first seen her in her completed form. The fear he’d felt. The anger at Dr. Polendina for breaking the laws they’d tried so desperately to uphold only days before. Most of all, he remembered the jealousy that coursed through him when he realized he’d never be able to reach his friend’s level of skill. His eyes widened in realization. Penny, through no fault of her own, reminded him of many aspects of himself of which he was not proud, and that had leaked into the way he’d treated her.

“I… I’m sorry Penny. It appears there are many things I still need to work on. I assure you that I don’t dislike you at all.” He hesitated before lightly touching her shoulder. “I know it’s hard, but I promise you that your safety is foremost in my mind. Please. Your father would—will feel the same.” He gave her a gentle smile. “I’ll explain everything soon. If you don’t agree with what I have to say, we can come right back here.” The lie was bitter on his tongue. Once he left this place, he planned to never see it again.

It seemed to pay off however, as she bit her lip in consideration. Her desire to see the outside world warring with the desire to listen to her father was clear on her face, and she clenched her fists as she looked up to meet his eyes. “I will go with you,” she said slowly, “as long as we can come right back. Will we be gone for a long time?”

“Yes,” he uttered softly, taking his hand back to fold it with the other. “I’d pack a bag with anything important.”

She solemnly nodded, and pulled a completely unused backpack from the closet. James didn’t comment as she filled it with what he counted to be 11 bows, a small robotic bear, a screwdriver, a knitted blanket, a stuffed whale, and finally a framed picture of the three of them. Excitement permeated into her movements as she pulled it onto her back. “I believe I am ready, Mr. Ironwood. Let us get going immediately.”

He nodded, resigning to pick up the more essential things she might need on the way. “Excellent. Let’s hurry.” He stepped out of the room and pondered on the next step. Making sure Penny was safe had been the part of the plan he’d focused on, and very little time had been given to the plan of how to _keep_ her safe. His thoughts were interrupted as he realized she wasn’t following him, and he turned to see her standing at the doorway staring fixatedly at the floor before her. 

“Penny?” He blinked. “Are you alright?”

“I am sorry, Mr. Ironwood.” She gripped the straps of her backpack and scowled at the floor. “It seems I am in need of some mental preparation. It will only take a moment.”

He watched her for a moment before holding out a hand and smiling. “It’s going to be alright, Penny. I’ll keep us both out of trouble.” 

She audibly swallowed, looking up at him for confirmation. Finally, with a nod, she stepped out of the room. The steps continued, each one seeming to be easier than the one before. She sighed in relief when she was close enough to take his hand, and released her deathgrip on her backpack strap to do so. “…It doesn’t feel much different here than it did inside my room.” She frowned.

“No, it doesn’t,” he agreed. “But there’s a lot more to see. Follow me. I think you’ll appreciate things more when we’re outside the lab.”

She set her jaw and nodded, keeping her hold on his hand. 

His smile widened as he imagined what her reaction would be to the snow, and he almost forgot the original reason he was here in the first place. Almost. 

As soon as the pair stepped out of the lab, he released her hand and assumed the most official demeanor he could muster. As Penny caught the gaze of the milling Schnee employees with her stares and gasps, he made certain to look both cold and intimidating enough to repel any questions. 

Nothing was said as they made a beeline for the door, and he only relaxed when they stepped through into the burst of cold air, his boots clacking on flagstones instead of polished white tile. 

“You did well, Pe—“ He froze at the look of overwhelmed awe on her face, and reached once again to take her hand. 

A tear trailed down her cheek, and she wiped it away with the heel of her hand. “It is like it is on the television,” she whispered. “It is so much better though. Oh, it is so much better. It-- it is spectacular!” She laughed out loud and hopped from foot to foot. “Look at the dots falling from the sky, and I think I am cold!” A wide grin was given to James. “Do not worry. It is not a bad cold. In fact it is quite refreshing.”

He nodded in delighted silence as she tugged on his hand to see more of what the city had to offer, and any plans he had to find another safehouse to keep her in were immediately discarded. Now that she had a taste of freedom, he found he didn’t have it in him to imprison her again. He finally began to walk again, the transit station his new destination. “The dots are called snow, and make certain you let me know if it does turn into a bad cold.” 

“Snow,” Penny repeated softly, walking beside him and occasionally trying to snatch a fluffy flake out of the air.

When they arrived, she gasped in pure joy at the sight of the transit, needing no urging to step inside the sleek, pod-like streetcar that slid along the rail. 

James breathed a sigh of relief when he saw that no one else had decided to ride this particular streetcar that day. He sat down on the plush bench lining the edges of the car. Penny sat beside him, hugging her backpack to her chest, and making certain to keep a respectable distance between them. He closed his eyes as she read that ads covering the holographic screens that floated through the car, and enjoyed a moment of peace.

With a hiss of air, the doors slid closed and the relaxing sound of the car chugging along the rails filled the air. For the first time that day, he felt as if everything would turn out alright. The plan had gone smoothly after all, hadn’t it?

“Mr. Ironwood?” Penny tore her gaze away from the ads to look over at her companion.

“Hm?” His eyes opened and he glanced at her.

“You said you would explain everything.” She clutched her backpack more tightly. “I would like to hear that explanation now.”

“Yes… You’re right. Now might be the best time.” He folded his hands in his laps, and tried to figure out how best to word this. “You’re aware that you aren’t up to code, yes? That powerful people didn’t want your father to build you?”

She looked away and silently nodded.

He took a deep breath. “Those same people found out a few things they weren’t supposed to, and decided your father was a danger to them…” His fists clenched, and he turned in his seat to face her. “Penny, I’m very sorry, but your father, he’s…” He struggled to continue.

“Father is what?” She tilted her head.

He folded his hands and straightened, once again the mask of the cold businessman. “Dr. Polendina has passed away.”

She stared at him with wide, green eyes, the bag she’d been previously holding tilting over and plopping to the ground. “Father is dead? You are absolutely certain?”

He mutely nodded in response.

She slowly nodded back, turning away to stare out the window as Atlas sped by. “I thought it was strange he wasn’t in his lab,” she commented. “He didn’t leave often.”

“He didn’t,” James agreed, also turning to face forward.

Silence spread between them and he wondered if that would be the sum of it. Perhaps he should be grateful. That wasn’t as difficult as he thought it would b—

A broken sob cut the silence between them, driving straight into his heart. 

Heavy tears rolled down Penny’s face, and both hands were raised to her cheeks as she futilely tried to wipe them away. “I should smile,” she gulped. “Smiling is better. Father would want me to smile, but for some reason it won’t stop.” She sniffed and sobbed again, her thin shoulders shaking with the effort.

Any cold professionalism he’d had before drained away, and he pulled her into a hug. “Shh it’s alright. I miss him too.”

She began to sob harder, soaking his overcoat in tearful dampness until there was nothing left to cry with. Quietly, she hugged him only a few moments longer before pulling away and sniffling.

Somehow, she looked a bit smaller than before, and James struggled to find something to say before simply offering her a handkerchief.

She took it, clutching it in her hand. “Maybe we could build him like he built me. We could make him exactly the same.”

He shook his head. “Even if I had the knowledge and skill to build something as complicated as you, I don’t think I could ever make him the same.” He stared down at his boots. “Not mentally, not emotionally.”

She clutched the handkerchief even more tightly. “But maybe if we tr—“

“Penny we can’t,” he interrupted, irritation creeping into his voice. “He probably wouldn’t want that anyway.”

She nodded and didn’t say anything more on the matter. Guiltily, he scooped up her backpack from the ground and set it next to her.

Once again trying to find the right words, he found the car stopping at the next station a welcoming distraction. Other people on the car would be a perfect excuse for not talking.

The doors opened with a hiss of air, and high heels clicked against the ground. Glancing over in curiosity, James stiffened, his breath catching in his throat.

Winter Schnee, her eyes chips of ice and an authorized dust saber in hand, stepped inside.


	3. Falling Into Place

**Notes for the Chapter:**

> I was determined to have them meet Qrow by chapter 3 so this chapter stretched on a little longer than the others.
> 
> That's one reason it's uploaded a little later than I first intended
> 
> Also RWBY 4 (hype!)
> 
> And Grimm Eclipse
> 
> Sometimes things get in the way of planned upload dates

When James was told he’d have to let the young Schnee heiress spend some time in the department as a learning experience, he thought it would be an irritating babysitting job. Having a spoiled teenager come in to distract him was a less than palatable thought. That dust-mining robot the corporation was so eager to have was close to being finished, and the last thing he needed was a setback like this one.

Nonetheless, he’d do as Schnee ordered. When she finally came, she came in like a storm, able to verbally beat down lab assistants twice her size with biting words and cold stares. Nobody could seem to meet her impossibly high standards. Morale was dropping by the minute. Not knowing what else to do, he’d requested that she come help him while he finished up building the robot. That way, at least her attention would be focused on him instead of the poor assistants. 

Much to his surprise, she was some of the best help he’d ever had. She completed any task he gave her quickly, and exactly the way he wanted. Everything was done flawlessly, but then—Moving too quickly, her hand hit a small vial of ice elemented dust. The glass shattered as soon as it hit the ground. Within seconds, a thin frozen layer spread over the polished floor. 

“It’s alright,” he said. “We’ll get this cleaned up imm—“ His voice caught in his throat. 

Winter was standing there, eyes stretched wide and hands lightly shaking. “I didn’t mean to.” Her voice was a harsh whisper.

“…I know,” he answered gently. “It was a mistake.”

“No, no.” She hugged herself, then stared up at him. “I can’t make mistakes. I just… can’t.” Her hands began to shake harder.

He watched her for a long moment before lightly stepping on the ice. “Look, it’s melting already.” He smiled at her. “Once it’s all water, I’ll take the opportunity to show you how the cleaning droids work.”

She hesitantly nodded, and they both crouched down when the tiny droid zoomed over. Winter watched in fascination as he explained in a quiet voice what it was doing, and how it was doing it. The small robot took a good amount of time to evaporate all of the water, and once it was done, Winter had calmed down considerably.

“Alright.” He rose and dusted off a white sleeve. “Let’s get back to work.”

She nodded and also got to her feet, moving to fetch a tool before pausing. “I know they all hate me,” she said quietly.

He looked up at her. “Who, the lab assistants? They haven’t known you long enough to hate you.”

She gave a tiny smile. “Maybe that’s true, but they certainly don’t like me.”

“You’re hard on them,” he answered truthfully. “Nobody likes being ordered around by a stranger, especially a teenage stranger that thinks she knows how to do their job better than they do.”

Winter flinched and handed him the needed tool. “I was… I was probably in the wrong. I just hate that look they give me.” 

“That look?” James returned to his work, carefully arranging a tangle of wires.

“The look that immediately categorizes me as spoiled child that was handed the world on a silver spoon,” she answered flatly. “The look that says I am Schnee, before I am Winter.” Her hands clenched into fists and she stared down at the floor where she’d dropped the vial. “It’s… frustrating.”

He turned to give her a sympathetic frown. “I’m sorry.”

She shook her head. “Perhaps they’re right. Everything I do, everything I say… I’m constantly wondering how it reflects on the Schnee name.” She gusted a sigh, and a helpless smiled formed on her lips. “I can’t remember the last time I did something because _I_ wanted to do it, rather than my father wanted me to. It’s sad, isn’t it? But I want to prove to him—and to everybody-- that I’m worthy of respect.”

“You are.” He smiled back. “If your father hasn’t realized that by now, then I don’t think he ever will.” He tightened a screw into place. “If it means anything, I think the Schnee Corporation will be in good hands.”

“It does. It means a lot.” She folded her hands, and enjoyed a moment of silence. “…Thank you for listening to me complain. I don’t like to bother others with such trivialities, but… it helped.” Her lips pressed together. “You won’t tell anyone about our conversation?”

“Never,” he assured. “…Also, if you’re ever curious about anything we build here, feel free to visit. I don’t remember the last time I had such a competent assistant.”

She laughed, and flashed him a grateful smile. “I’ll make certain to do so.”

J ames watched in silent apprehension as Winter strode past him, and made herself comfortable in the seat directly across from his.

She didn’t say anything at first, carefully inspecting her saber while a long minute ticked by. Finally, she looked away from the weapon to meet his eyes. “You have made a series of very bad decisions, James.”

He glanced at Penny who was watching Winter with wide, terrified eyes. “Perhaps, but I don’t regret most of them.”

Another silence stretched between them, until Winter broke it with a harsh whisper. “You should. What robot is worth more than your life?”

“This one,” he answered calmly, “though I was hoping we’d both escape alive.”

“Then you should’ve known that the committee expected you to lead them right to it,” she snapped, fists clenching. “They knew as soon as you walked out of the door! I had to _beg_ them to let me be the one to stop you.” Her voice cracked. 

“Her,” he corrected. “Not it. And will you? Stop us that is?” 

Penny tilted her head at him, and shyly reached to grip his sleeve. 

Winter sighed. “…Her. And I don’t know.” She rubbed her temple. “They told me you murdered Dr. Polendina in hopes of taking his position.”

Penny’s grip loosened, and he found himself scowling. “Of course they did,” he said, voice dripping with bitterness. “That way, they get to distance themselves from their crimes, and get rid of both of their problems. It’s almost impressive how utterly heartless all of it is.”  
“So you didn’t do it?” Winter asked quietly.

“Of course I didn’t!” He gripped the edge of the seat and leaned forward. “I’m hurt that you think I’m the type of person to even consider such a thing.”

She looked away. “I had my doubts, but I’m starting to learn you can’t be certain of anything these days.”

He set his jaw. “I didn’t kill Dr. Polendina Winter. I swear it on my life.”

She studied him, and then nodded. “…I’m glad. I don’t have many friends I can trust, James, but I’ve always considered you one of them.”

He gave her a tiny smile. “The feeling is mutual.”

A few moments ticked by, and she drew in a deep, shuddering breath. “You can’t stay in Atlas.”

“I know,” he glanced at Penny.

“I don’t think we’ll see each other again.” Winter frowned. 

“I know,” he repeated, this time more softly.

Winter closed her eyes in acceptance. “How do you plan to escape?”

That was a difficult question to answer. Atlas cities were built on a series of floating discs that were kept aloft by massive dust crystals. A thin, domelike barrier protected them from the freezing temperatures outside, but also made it so nothing could escape the city without the council knowing. He’d been hoping to attain access to a commercial airship, but now that Schnee knew he’d betrayed them… 

When no answer was forthcoming, she frowned. “I can’t lend you my airship. It’s heavily guarded, and I doubt I could bring it to you without arousing suspicion.”

“Don’t worry.” He glanced outside the windows. “I wouldn’t ask that of you. Besides, today is the day Atlas takes the trash that is accumulated and deposits it somewhere outside the city.”

She blinked. “You… how… Those ships are guarded as well you know. You aren’t planning to harm the guards, are you?”

He shook his head. “The ships themselves don’t have anyone on them, just around them. They have their purposes programmed into their systems, so any crew isn’t necessary. It appears the council trusts machines more than they do people. As for getting past the guards, there are robots that scour the cities for any fallen debris, some that are big enough to hold a couple human beings.” He smiled. “Most people wouldn’t be able to open them, so they aren’t as closely watched as the ships are.”

“And you’re certain _you_ can open them?” She arched an eyebrow.

“Of course Winter.” He shrugged. “I built them.”

She glared. “That’s still not enough. Those ships aren’t thermoregulated, and they’re never going to actually touch the ground. You might make it out of Atlas, but what are you going to do when you get dropped from hundreds of feet in the air?”

“I’m hoping the temperatures won’t be too low, and…” He hesitated, then turned to Penny. “I’ve heard aura can be used to protect people from massive impacts. Do you think you could keep us both safe when we fall?”

Penny bit her lip. “In theory, yes, but I have never had the opportunity to try it.”

“It seems there are a lot of uncertain elements to your plan,” Winter said flatly.

“I know.” He inhaled deeply and looked up. “I wish… I wish things could be more certain, but I don’t know what else to do. Right now it feels like our only choices are that, or to get captured by the corporation.”

“You’d have a trial.” She frowned. 

“Penny wouldn’t.” He frowned back. “And you and I both know how that trial would end. I’d rather risk the fall.”

Winter gripped her saber so tightly her knuckles turned white, but she nodded. “Alright. You can’t stay in here. I’ll buy you some time while you escape.”

He blinked. “Winter? You’re certain? I don’t want you get in trouble.”

She sheathed the saber, and hugged herself. “I won’t. I’ll tell them I have you neutralized inside the car, then before they check, I’ll have the car destroyed. Ideally they’ll think both of you are dead.” 

“Thank you,” he said softly. “I won’t forget this.” 

She walked over and reached into her pocket, handing him a small circular device. “This is mobile hologram emitter designed to help you blend in with your surroundings. It’s the corporation’s current classified pet project.” She smiled. “You should be able to use it to disguise both yourself and Penny, but we can currently only get it to work for six minutes. Make certain you make that time count.”

He nodded in response, getting to his feet and carefully taking the device.

“I recommend you use it as soon as you leave the car. I’m certain they’ll be watching both doors.” She hesitated, then pulled him into a hug. “I know we haven’t been able to talk much these past few years, but I want you to know I’ve always considered you more of a father than I ever did _him_.”

He returned the hug. “I’ll miss you, Winter. This… this won’t be the last time we meet.” 

She swallowed, and attempted a smile, pulling away from the first and last hug they’d ever share. “You’re more optimistic than I. Farewell Mr. Ironwood.” She turned and walked towards the streetcar door, refusing to look at him again. With a click, she attached a small device on the wall. “Get ready to activate the emitter. Both of you get out of here as quickly as you can as soon as I open the door.”

He nodded, and glanced at Penny. “Are you ready?”

“As ready as I think I can be.” She slung on her backpack, and made certain the straps were secure.

“Good.” He took her hand in one of his own, and held the emitter firmly in the other. “Winter?”

“On the count of one,” she answered. “3… 2…”

Heart in his throat, he activated the emitter. Simultaneously, the heavy doors slid open. Holding Penny’s hand firmly, he dashed out of the car. The breeze they caused in passing lightly ruffled Winter’s clothes, but she stared straight ahead, arms folded behind her back.

Armored guards stood at attention only a few paces away. Worries began to cloud his mind. What if it didn’t work? What if he was just throwing himself in front of them? No. He couldn’t think about that. He had to keep running.

He could hear his heart beating. Maybe they could too. Somewhere in the distance Winter’s voice said something unintelligible. A boom followed the murmuring sound, but he couldn’t look back. He had to keep running.

Snow spun all around them. It made the air look alive, and the sight was almost dizzying. Each flake melted as soon as it touched the flagstones. The stones must be heated from underneath. He had to keep running.

“I don’t think they can hear us anymore,” Penny said from behind him. “We’re quite far away from them now.”

In response, he stopped to catch his breath, crouching to the ground and giving his aching lungs a chance to rest. The air was cold against his throat. “We need to find a garbage bot. A big one. They’ll be silver and boxlike, and should be moving slowly. The larger ones will be a bit harder to find, but—“

Penny interrupted him by reaching for his shoulder and lightly squeezing it. Smiling, she pointed into a shadowed alley where the robot he had just described was sluggishly rumbling away. “It is here to help. Maybe it heard us.”

He stared at the vibrating robot, and then began to shake with laughter. “Yes Penny! Maybe it did.”

Penny blinked in confusion, but a small smile touched her face. “Let us go greet it! We don’t have much time after all.”

“Of course. You’re right. Let’s go.” He pushed himself to his feet, striding over to the boxlike contraption.

“Salutations,” Penny said behind him while he looked it over.

He pulled out some tools, and knelt to the ground, opening a panel in the back. She walked over to watch in fascination as he moved wires and tweaked components until everything was just as he wanted it. The panel was closed with a clink, and the robot dumped its current load before springing open.

He helped Penny inside first, and the metal gave a hollow ring with each step she took. Next, he hoisted himself inside, settling himself beside her. 

The lid slowly closed, and he watched the thin line of light grow smaller and smaller until they were both enveloped in complete darkness. It was over within minutes, and only then did he turn off the emitter, closing his hand over the small object.

“I have never been anywhere this dark before,” Penny said softly.

“Are _you_ frightened?” he asked, placing a hand against the wall when the robot began to move.

“No,” she answered. “I like this robot. I think he will keep us safe.”

James smiled. “I hope so.”

“Are you frightened?” she asked.

He swallowed. “I’m… apprehensive. I may have sounded confident with Winter, but I don’t like having to put my trust into so many outside forces."

She patted his arm. “It will be alright.”

He couldn’t help but grin at the sincerity in her tone. “Yes. It’s probably best for me to remain optimistic.”

“Yes!” she agreed enthusiastically, though the word sounded a bit strained.

It was too dark to see her, but he turned to look in her direction. “You know, you don’t have to stay cheerful for my sake.”

He could hear the slight rustling of her clothes as she stiffened, and she took a moment to answer. “I want …I want to help, and this is the only way I know how. I do not understand why, but for some reason you gave up everything to save me. You are even leaving behind that lady with the white hair.”

“You gathered all of that?” He leaned back himself and folded his hands on his stomach.

“Of course,” Penny said matter-of-factly. “And maybe I cannot keep myself safe, or bring father back, but I can try to cheer you up, and I can protect us when we fall.” Her voice began to waver. 

He reached to put a hand on her shoulder. “You know, I don’t’ regret anything. In fact, I’m happy I did what I did.”

She wordlessly nodded.

“And I’d much rather you think of yourself before you think of me,” he continued.

“I will not,” she said firmly.

He sighed. “How about when we’re safe then? Can you agree to that?”

“I suppose that is reasonable,” she allowed.

“Alright, I’ll hold you to that.” He took his hand back and looked up. “Also… I apologize about earlier. I shouldn’t have gotten angry at you.”

“I accept your apology.” She leaned forward and wrapped her arms around her knees. “…I think you were right, though. Even if we tried to build a new him, it wouldn’t be… him.”

He closed his eyes. “No, it wouldn’t be.”

Penny didn’t continue on the subject, and neither did he. They rode in relative silence to the junk ship.

“Hey, the late one’s here.” The voice was muffled, but James was almost certain it belonged to one of the ship’s guards. The uniform armor they wore rattled, and he held his breath, heart in his throat.

“’Bout time,” came the gruff answer. “Was about to send the ship off without it.”

The robot stopped, and a hand touched the outside surface with a hollow thunk. “Think we should check it out? It might need repairs.” 

James’s left hand clenched into a fist so tight the bones ached. Slowly, as to not make a sound, his robotic hand began moving towards his gun.

“Nah. Looks fine to me. Probably just ran into something on the way. Here. Lemme get the door.”

The heavy metal ship door began to creak open, and James let himself relax bit by bit. They’d been extremely lucky. He hoped the luck would last.

Once again, the robot began rumbling forward. It was only a matter of time before it dumped them. He reached for Penny’s hand, wishing it would go faster so they could get this over with.

When it finally happened, it happened all at once. The bottom gave out underneath them, morphing into a ramp. Penny clamped a hand over her mouth to keep from crying out. As they tumbled down, he sprang into action. Silently, and keeping the bulk of the robot between them and the guard’s line of sight, he maneuvered both him and her behind a mound of trash. 

The smell wasn’t as bad as he expected. The cool temperatures probably had something to do with that, as well as the fact that most food was sent to the greenhouses to be compost.

He flashed an encouraging smile to her, and then kept completely still. Once again the garbage robot seemed far too slow as it closed, and sluggishly rumbled its way back out. Metal screeched as the main door closed, and mechanisms whirred as the ship prepared to take the air.

Both of Penny’s hands were clenched into fists, and she nodded at him as they began to move.

“We’re out,” he whispered. “We’re really out.”

“Next is the fall?” she asked.

“Yes, but we should have a good amount of time before that.” He exhaled, and folded his hands. He hadn’t noticed before, but he was tired. Physically and mentally tired.

“I will protect us both when we fall,” she murmured, more to herself than to him.

“I know you will,” he assured, giving her a tired smile. 

She returned a hesitant smile. “I will not disappoint you.”

As the ship continued to fly, he began to realize just how much he had underestimated the cold. As soon they left the Atlas barrier, it wasn’t long before his non-metal half began to ache in the frigid temperatures.

“P-Penny?” He forced his teeth to keep from chattering.

“Yes, Mr. Ironwood?” She looked up at him.

“It hasn’t become a bad cold for you, has it?” He tried to rub some warmth into his left arm, but his metal right hand did little to help.

She frowned thoughtfully. “It is strange. It almost became too cold, but then it suddenly became warm again. Perhaps it is something father did when he built me?”

“Good. That’s good.” He curled up and gritted his teeth. This was bearable. He wouldn’t have to wait too much longer, would he? 

Something was draped over his shoulders, and he looked up to see Penny wrapping the blanket she had brought around him. He managed a weak smile in thanks.

She sat down next to him, eyebrows knitted together in concern. “How much longer?”

“I don’t know.” He shivered and clutched the blanket around him. “Our destination is not in Atlas. We have an uneasy peace with the people that still want to call themselves Mantle, and we wouldn’t want to disrupt it with something like dropping our trash on them.” He forced a laugh.

“Will you be alright?” She tilted her head.

“I should be. These ships move quickly, and it’s not so bad if I think about something else.” He closed his eyes.

She nodded, and got to her feet. A light flashed over his eyelids, and he opened them to see what it was. She’d pulled out her robotic bear, and its mouth was stretched wide open to reveal a flashlight inside.

With a smile, she dashed off and found various objects she thought worthy enough to show him. What felt like an hour of this ticked by, and though he did his best to comment on all of them, it started to bet so cold it hurt to breathe. 

“What is your favorite color?” Penny suddenly asked. “Mine is green.”

He blinked. “Um… r- red, or maybe white.”

“Your favorite thing to do?” she asked.

“Well, build things, I guess. May I ask why you want to know?” He breathed into cupped hands.

“You want to be distracted, yes? I thought it would be a good opportunity to get to know you better.” She gave him a bright smile.

He stared at her, then leaned in conspiratorially. “I definitely like to build things, but did you know I am also a master of Remnant: The Game?”

She blinked. “Remnant: The Game?”

He grinned. “It’s a board game where you try to conquer the world. I have quite the head for it.”

She grinned back. “What do you do with the world after you conquer it?”

“I’ve never thought that far ahead before,” he admitted. “I’d probably divide up the power. Too much responsibility.”

“Then what is the point of conquering it?” Penny frowned. “You have to do at least do one thing with it if you went to all of that trouble.”

“Oh?” He leaned back. “What would you do with it?”

“I would fill the world with kittens,” she answered seriously.

“Kittens.” He stared at her, then solemnly nodded. “That’s a good idea. Maybe I should make you my second in command.”

“I would make an excellent second in command,” she said enthusiastically. 

He laughed. “If we get the chance I’ll show you how to play the game. I think you’d enjoy it.” 

“I would like tha—“ Penny stopped talking when the ship suddenly stopped. For a moment, an ominous silence dropped between them. “It is time now, right?” she whispered.

“Yes, probably.” He swallowed, and offered her back her blanket. “Are you ready?”

“I wish I was.” Penny’s eyes were wide, but she took the blanket and stowed it back in her backpack. 

“We’ll be okay.” He tried to get to his feet, but his left, cold-stiffened leg refused to listen. 

A jolt rattled the ship, and the entire bottom slowly began to tilt into a ramp. A bottle began to roll first, and his eyes followed it as it made its winding path through the mounds of trash. It lightly clinked every time it hit something. He counted four clinks before everything suddenly began to move. 

What had once been dark stillness erupted into debris -filled chaos. Desperately, he reached for Penny. She gave him a look of helpless fear as the river of trash that slid past her feet forced her out of his reach. “Mr. Ironwood! I can’t—“ 

He watched in horror as she fell into the mess and tumbled out of the ship. No. No they were doing so well. Why now? Why wouldn’t his left half work? He forced himself up with his robotic arm, only to tumble down again. No. Penny. 

Something large and plastic slammed past him, and just like that he was moving. The ground slid beneath him, garbage rippled past him, and then it didn’t. Fear gripped his entire body as he began to fall.

He flailed for something, anything, and desperately scanned the skies for Penny. He was going to die, he was certain of that, but maybe she could at least save herself. Maybe… 

There! A flash of red hair. Penny had two blades, one on each side, and had somehow turned them into something akin to bright green thrusters. She was still falling, but it was a controlled fall, and she zipped past falling debris in an attempt to reach him. She wouldn’t. They were too far apart. That was alright, though. He was glad she was okay. 

He closed his eyes, but they flew open mere seconds later. What was he going to do, just die and leave her alone in a world she knew nothing about? No. He had to try harder. He stretched his metal arm toward her, and for a moment he felt a flood of strange warmth.

It wasn’t an unfamiliar feeling. It had happened before when there was only pain where his right side should have been. Penny’s eyes widened, and she began to speak, but he couldn’t hear any of the words.

Suddenly, the ground slammed against him. He flinched against the impact, expecting certain death, but rather than breaking against it, it cracked beneath him, forming a shallow crater.

He lay there silently, trying to process how he had survived. Had Penny somehow reached him with his aura? That had to be it.

“Woah.” A deep, resonant voice sounded behind him, and he turned to look up into striking red eyes. 

Qrow grinned at him, holding his palm parallel to the ground. “You look a lot shorter on TV.”


	4. Welcome to Patch

**Notes for the Chapter:**

> I ended up [making a blog](http://rieve-alizarin.tumblr.com/) for RWBY, so you can send me questions there if you want!
> 
> Also thank you everyone for sticking this far with the story! I know I have a long way to go with my writing, but I'm having a lot of fun with each chapter of this.
> 
> On that note, if you have any critiques don't hesitate to send them my way <3

The corners of Qrow’s lips turned up into a sardonic smile. James Ironwood, the corporate darling himself, had just fallen from the sky and was now staring at Qrow like he was the strange one.

He rested his sword on his shoulder, and crouched down. A cold, dust-filled wind whistled past as he peered intently at the fallen man. “Hellooo. Jimmy. Anybody in there?”

This caused something to register in Ironwood’s eyes, and he began to push himself up. “You… know me?”

“More like I know of you.” Qrow gave a nonchalant shrug. “Atlas is the only one that ever broadcasts anything these days, so I get to see a lot of boring people.”

“I see.” Something like apprehension flickered over Ironwood’s face, but it was quickly quashed by steel and coldness. He got to his feet, then opened and closed his left hand with a narrowed gaze. Once satisfied with whatever he was looking for, he turned away to scan their surroundings. “I’m going to need directions to any available lodgings, as well as any information you can give me about the area.”

Qrow uttered a noise that was somewhere between a scoff and a laugh. Was this guy serious? “Calm down, your highness. Not so many people willing to do your bidding down here without a please or two.” He rose himself, moving as smoothly as water to situate himself in front of the businessman. Not a single movement was wasted, but if James Ironwood noticed the combat prowess that entailed, he didn’t show it. In fact, his only reaction to Qrow blocking his field of vision was a look of slight irritation. It was almost impressive, really. “Besides, this is Patch. The only place you could stay at around here is my place, and for obvious reasons I don’t feel like telling you where _that_ is.”

Ironwood’s eyebrows knit together in concern. “It’s all this… barren? Exactly how far away is the nearest village?”

Qrow leaned back on his heels. “Let’s just say that if you want to reach it, you'd better be _very_ good at swimming.” He used his head to motion to the distant ocean.

Ironwood’s reaction was subtle—a slight slump of the shoulder, a light exhale—but within moments, the proud man that had been trying to give him orders only a short time ago turned into someone, haggard, weary, and way in over his head. 

Qrow almost felt for the man. Almost.

“Mr. Ironwood!” A girl with short red hair and a pink bow was running towards them, arm stretched above her head in an exuberant wave. Her steps slowed when she caught notice of Qrow, however. “Oh.”

He turned to stare at her, then turned back to Ironwood with a burning glare. “Shit! You brought a kid?”

“I had to,” Ironwood whispered. He still looked like he needed to nap for a few days, but he managed to muster a weak smile for the girl. 

She smiled back, but repeated glances were sent in Qrow’s direction. 

Qrow lowered his sword, and pinched the bridge of his nose. He would’ve been fine leaving James Ironwood out here, but a kid… “Alright. I know what I said about lodgings, but…” He exhaled and pointed at the girl. “She can come. Not you.”

“No,” Ironwood answered firmly. “We won’t be separated.”

The girl nodded in determined agreement. 

“I can understand the sentiment.” Qrow’s voice had a mocking lilt. “But honestly, I trust me more than I’d trust the Grimm that’ll come sniffing around tonight.”

“You won’t scare me with lowlander fairytales,” Ironwood frowned. “The Atlesian army nearly obliterated the Grimm ages ago.” He reached to take the girl’s hand.

Qrow’s eyes widened. “Wow. Just… wow. Is that what they told you?” He shook his head in disbelief. “Alright. So let’s say you _did_ get rid of all the Grimm. Why do you think we’re having so much trouble expanding down here?”

“Infighting among yourselves…” Ironwood said slowly, though doubt began to cloud his expression.

Qrow sheathed his sword, and threw his arms up into the air. “Right! Us poor lowlanders.” He kicked a nearby can into the air for effect. “How will we ever survive when we can’t control our own violent tendencies?” He clutched a hand over his heart. “I wish we were like those nice, oblivious Atlesian people floating around in the sky. Maybe that way we could somehow find a way to not drive ourselves to extinction.” He paused his theatrics to grin at Ironwood. “Like that?”

A giggle sounded from the girl, but she clapped a hand over her mouth to stifle it.

Ironwood was not so appreciative. “It makes more sense than magical monsters that come out of nowhere just to eat people.”

“Yeah, no.” Qrow stuffed his hands in his pockets and smiled at the girl. “Say, Kid. How ‘bout you leave Sir Stick-Up-His-Ass here and not get eaten by fairytale monsters.”

Ironwood’s grip tightened on her hand.

She frowned at him, but turned to Qrow. “I do believe you Mr. Stranger. They do tell a lot of lies up in Atlas, and I do not think people fight as much as Mr. Ironwood thinks they do.” She dusted off her dress. “However, I will not leave Mr. Ironwood behind. I do not wish for him to get eaten either, and though I failed to protect him during the fall, I can try to keep him safe from monsters.”

Ironwood’s gaze softened at this last bit. “You did _not_ fail. In fact, I probably shouldn’t have put that responsibility on you in the first place. I’m sorry I did.”

She looked down. “Maybe.”

His grip loosened. “In fact, if you believe you’d be safe with this man, you can tell me.” He narrowed his eyes at Qrow. “I don’t trust him, however.”

She scuffed the dirt with her shoe. “I am not sure what I believe yet.” 

Qrow looked from one to the other in confusion. Obviously there was still a lot he didn’t know about the pair, and the thought irked him. “Uh… it’s Qrow, Kid. Not Mr. Stranger.” He sighed, and continued to stare at the two. They wouldn’t survive the night. He could leave them behind easily enough, but did he really want the girl’s blood on his hands? Any thoughts of separating the two were discarded as he noted the way she clutched Ironwood’s hand. Sighing, he moved to gather up some scrap metal. “How about a deal?”

“A deal?” Ironwood perked up.

“Yeah.” He tossed the scrap metal into a pile he’d been amassing. “You’re a handy guy, right? You could build a boat or something that could sail through—“ a hand was thrown in the direction of the trash filled ocean— “that.”

“I could, given enough time.” Ironwood began surveying their surroundings, noting what materials he had available.

“Okay.” Qrow sighed again. “What if I let both of you stay at my place for as long as it takes you to build that boat? You gotta help me when I ask, though and you listen to what I tell you.”

“…I can agree to that,” Ironwood said slowly.

“Also you gotta pay rent,” Qrow added as if it was an afterthought.

“…Alright. Anything else?” Ironwood gritted his teeth.

Qrow grinned. He hadn’t been sure if the two would have anything to pay rent with. “Yeah. I’m taking this.” He casually walked over and pulled the gun out of Ironwood’s coat. Ironwood made a noise of protest, but Qrow stopped him with a raised hand and narrowed eyes. “My _family_ is gonna be where I’m taking you, and though I’m confident the youngest could take you on with a hand tied behind her back, I’m not taking any chances.”

Any objections Ironwood had were silenced at that, and silently nodded. 

“If you even try to hurt them, I’ll kill you.” Qrow glared.

Ironwood met his gaze without flinching. “The same goes for me if you try to hurt Penny.”

Qrow grinned at him. “Glad to see we’re on the same page.” He stowed the gun away and held out a hand. “We have a deal, Jimmy?”

Ironwood hesitated before shaking it. “We do, and it’s James.”

The guy only wore one glove, Qrow realized, and it was with the gloved hand that he shook. The hand felt oddly cold and hard, and he blinked as he realized the implications. “Great. Now help me carry stuff back to the house.”

Penny sent James a worried look when Qrow left to find them things to carry. “Are you sure…? I thought you did not trust him.”

“I don’t.” He frowned. “If he wanted us dead, though, he could’ve killed us already, and if either I or you start to dislike how things are going, we can simply leave.”

She nodded. “If you think so.”

He passed a hand over his eyes in weariness, then scanned their surroundings. Patch was what Qrow had called it, and it looked miserable. He didn’t doubt that Qrow and his family were the only ones that had chosen to live here. It didn’t look like the stretch of dry, hard-packed dirt could grow anything edible, and the only few trees around looked as dry and unwelcoming as bone. “Grimm or no Grimm, I don’t want to stay out here when night falls.”

She patted his arm. “Maybe when we arrive, we can sleep.”

“I’d like that.” A smile touched his face, but it quickly faded when Qrow arrived with an armful of what he’d scavenged from the trash heap.

It was unceremoniously dropped into James’s arms, and a smaller heap was soon brought for Penny.

“What do you even need all of this for?” James looked over the mish-mash of metal and parts with a raised eyebrow.

“You aren’t the only guy around that makes things,” Qrow wrapped up what was left of his pile in a large cloth and began to drag it. “Only difference is that my stuff is cooler.”

“I’m sure,” James responded with a wry tone, doing his best to balance everything as he followed Qrow.

“I built a bear once,” Penny chimed in. “I can show it to you later if you would like.”

“Okay. Maybe my stuff isn’t as cool as a bear,” Qrow allowed. “Promise you’ll show me?”

“Of course!” she chirped happily.

“I’ll hold you to that.” Qrow grinned, then began whistling as they walked. James couldn’t pick out whatever song it was supposed to be, however. The man had no concept of what ‘in tune’ was.

After a while, James found he couldn’t bear the sound much longer. Maybe the long day was making him more irritable. “Could you not?” He grimaced.

“Just breaking up the monotony of silence a little, Jimmy.” Qrow flashed him an easy smile.

“Trust me, the silence sounds far better,” James said flatly.

“I liked it,” Penny smiled.

He sent her a betrayed look, and planned to expose her to real music as soon as possible.

“At least _someone_ here has an appreciation for the arts.” Qrow took a moment to drop his bundle and stretch.

James caught himself staring, then inwardly kicked himself. This was not the time for that, but though obnoxious and potentially dangerous, he couldn’t help but admit that Qrow was very attractive. Maybe his tiredness was lowering his standards. In any case it only served to irritate him more. 

“So, either of you need a break?” Qrow turned to look back at them.

“No,” James said quickly, and with a scowl. Wait. Penny. He caught himself and turned toward the girl, softening his tone. “What about you?”

“I am absolutely fine,” she assured. “This is quite light, and I would rather reach our destination sooner than later.”

“Looks like the kid is a trooper!” Qrow scooped up his bundle once again.

Penny beamed at the praise, but lowered her voice. “Are you sure you do not need a rest Mr. Ironwood? I get the impression that you are quite tired.”

“I am,” he admitted, “but like you, I’d rather reach our destination sooner than later.”

She sent him a concerned look. “You will stop when you really do need a rest?”

“I will,” he promised. “Please don’t worry about me.”

“Okay. I will not.” She hiccupped, and continued following Qrow. 

James sighed, and also resumed walking. A large part of him couldn’t help but feel that he’d made the wrong call. Sure, Schnee would have a much harder time finding them down here, but their surroundings were so miserable. At least Penny didn’t seem to dislike it. That was a small comfort.

Maybe outside of Patch it would be better. He shifted the majority of his burden to his right arm, and closed his eyes for a moment. It was bit chilly here-- probably autumn. It’d be best if he finished the boat before it started snowing. He’d have to ask Qrow when that was.

The short trip continued with much more of the same. Qrow would do something to irritate James, James would be irritated, and Penny would cheerfully try to calm the situation.

When they reached the airship, James stopped and stared. Now that. That was something he could work with. It was an older model, and there was some damage to the fins, but nothing too bad. A slow smile spread over his face. This wouldn’t be so bad after all. 

His mood began to fall, however, when Qrow spoke. 

“Home, sweet home.” Qrow rolled his bundle to the front of the ship. “Welcome to the humble abode of the Branwen’s, Xiao-Long’s, and Rose’s.” 

“This is… your house?” James frowned.

“Well, sure, it’s no Atlesian palace, but I thought you would’ve been more impressed considering the circumstances.” Qrow shrugged.

“Is there another one? Another ship?” James scowled. 

Qrow scoffed. “I wish. It’d make my life a lot easier for sure.” He made his way up the ramp and walked inside, popping his head back out after only a short moment. “You can drop your stuff next to where I dropped mine, and also I know what you’re thinking. The answer is: no. You cannot steal our house and fly it over the ocean.”

James sighed and dropped his burden in the specified area. Alright, looked like he was going to have to build a boat. Though part of him couldn’t keep from studying at the ship, and figuring out what it would need to fly.


	5. Hesitation

**Notes for the Chapter:**

> I hope everybody's doing okay

The inside of the Branwen-Rose-Xiao-Long airship was unlike anything James had ever seen before. 

Golden daylight streaming through the windows left patches of sunlight on a rustic handmade table. A scattering of worn books lined the wall-shelves, tiny metal figurines peeking out from among them. 

Drawings rendered in black and white also lined the walls, and he found himself both charmed, and wondering who’d created them. 

All in all it was brimming with personality, and a welcoming respite from the wasteland outside.

A scrabble of claws could be heard against the floor, and a tiny corgi charged at them from a nearby hallway. Its excited barks echoed through the room as it excitedly waved its brush of a tail back and forth. 

From behind him, Penny uttered a note of awe. Her wide green eyes were fixated on the dog, and she clasped her hands together in delight. “I like it here very much.” 

“Happy to hear it, Kiddo.” Qrow rolled his shoulders, and leaned his sword against the wall. Lazily, he turned and crouched down to pat said dog. “Calm down Zwei. These two’re alright.” A sidelong glance was sent in James’s direction at this last bit, but Zwei’s barking faded into delighted pants.

Penny lightly stepped out from behind James, hands folded behind her back. “May I pet Zwei, Mr. Qrow?”

“Just Qrow. And yeah, go for it.” He pushed himself to his feet, grinning as an enthusiastic voice sounded from the same hallway Zwei had come from.

“Uncle Qroooooow!” A girl with short, dark hair and a hooded red cloak dashed in, valiantly holding a plate above her head. “I’ve made cookies and they’re deli—“ She skidded to a stop at the sight of James and Penny, her voice dropping in volume by a considerable margin. “…I have not made enough cookies and might’ve eaten most of them maybe.”

“Ruby?” Another girl with a thick mass of yellow hair appeared behind the first, blinking as soon as she noticed the two strangers. “Oooookay.” She folded her arms. “Where’d they come from?” 

Qrow answered for the lot of them. “Fell from the sky. It was kind of neat, actually.” 

“Isn’t that…?” The yellow-haired girl trailed off.

“Jimmy Ironwood?” Qrow walked over to Ruby, and casually stole one of the two cookies on the plate. He took a generous bite, and slowly chewed and swallowed before continuing. “Yup.”

“Huh.” She frowned, and James didn’t miss the way she casually stood in front of the girl he assumed to be her younger sister.

He met her eyes, and was taken aback by the blazing warning that rested within. Tensing, he began to wonder what he had ever done to earn that sort of reaction from a teenage girl.

Silence began to spread throughout the room, and he uncomfortably shifted his weight. The mood had dropped without warning, and tension almost palpable.

Thankfully, though, it was dispelled when Penny stumbled forward. With all the enthusiasm she could muster, she thrust her hand out in greeting. “Salutations! I am Penny.” A wide smile formed on her lips. “May I have both of your names?”

Qrow’s attempts to stifle a laugh resulted in him choking on his cookie, and James sent him a disbelieving stare as he was wracked over with coughs.

“I’m Ruby!” The girl with the red cloak hopped forward to firmly grasp Penny’s hand. Relief that the awkwardness had passed was clear in her voice.

“It is _wonderful_ to meet you, Ruby. Perhaps we will share many common interests that we will be able to bond over.” Penny beamed, and shook the offered hand with delight.

“Uh… yeah,” Ruby agreed in a small voice, watching as Penny continued to shake her hand.

Penny soon dropped Ruby’s hand however, and expectantly turned to her sister, once again offering a handshake.

“Yang…” Yang hesitantly took the offered hand, shaking it only a couple of times before releasing it.

“It is also wonderful to meet you, Yang.” Penny folded her hands. 

Yang nervously laughed. “Yeah. Nice to meet you too.”

Penny turned to look at James, her eyes wide with pure delight, and he felt his arm start to reach toward her. The reaction she was getting was lukewarm at best. It was clear they were nervous around her, but she didn’t understand. They didn’t understand. 

The fear that she’d only get hurt if she continued caught in his throat.

He was going hold her back-- protect her. He could grip her shoulder, explain that she hadn’t had much contact with people at all, let alone people that appeared to be around her age. It would be better than them causing her pain because none of them could possibly _understand_.

A warm hand gripped his wrist to stop him, and he turned to see Qrow give a single shake of his head. 

James stared at him, and he simply shrugged with an easy smile, using his head to motion towards the girls.

Ruby had set the plate with the last remaining cookie on the table, and had taken Penny’s hand in both of her own with a shy smile. “Would you like to see our room?”

Penny nodded eagerly. “I would love to see your room! Does it have holograms in it?”

Ruby snorted and began to drag her off. “What? No! Does yours?”

They continued to chatter, and Yang hesitated before following. A look was sent in her uncle’s direction before she left, however, making it clear that she’d need an explanation later.

“You can trust ‘em.” Qrow released James’s wrist as soon as the girls were out of sight. “They’re good kids.”

“They are,” James agreed, defeated. “…Thank you. For stopping me, that is.”

“I get it.” Qrow stuck his hands in his pockets. “Sometimes, you just want to protect them from every little thing.” He leaned back against the edge of the table. “At some point, though, you’ve just got to trust that they know what to do.” 

“She _doesn’t_ know what to do.” James frowned.

“I thought she was doing alright.” Qrow grabbed the last cookie and took a bite. “What’s up with you two anyway? She your illegitimate daughter or something?”

“No,” James said slowly. “No she’s not. But I am her guardian of sorts.”

Qrow waited for him to continue, but no elaboration was forthcoming. “…Guess it isn’t any of my business, then.” He finished up his cookie, and pushed himself off the table. “Shower’s in the last room to the right. Use it. Seriously.”

The bluntness caught him off guard, and James tried to conceal his resulting laugh with a cough. Qrow, however, seemed to catch notice of everything.

“Something funny, Jimmy?” He grabbed his sword, and lazily strolled off into a nearby room. 

“James. Please. And you’re just… very direct. I didn’t expect that.” The wooden grating sound of a drawer being pulled open could be heard, and a t-shirt and sweatpants were launched at him soon after. He caught the clothes, and unfolded the t-shirt curiously. It was definitely big enough for him, but he wasn’t sure how he felt about the morose looking frog decorating the front.

\--That, and the fact that if he wore it his right arm would be in clear view.

Qrow walked back out into James’s line of sight, arms folded behind his head. “People like to tiptoe around each other up in Atlas eh? Can’t say I’m too surprised.”

“They’re just aware of something known as manners.” James bundled the clothes under one arm, and moved to walk past Qrow so he could reach the promised shower. “There’s a lot that can be gained from respecting those around you.”

Qrow grinned and casually sidestepped to block his path. “I’m direct with a lot of people I respect.”

James arched an eyebrow. “Perhaps that’s just what people prefer down here.”

Qrow slowly looked him over. “And what do you prefer? The direct approach, or manners?”

James frowned, trying to ignore the way his heart sped up under the searching red gaze. “…I think that both have their place. Let me pass, …please?” 

Qrow blinked and bounced out of the way, his grin only widening. “I’ll set up a couple of sleeping bags for you and the kid.” 

“Thank you.” James ducked into the bathroom as soon as he found it, releasing a breath as soon as he closed the door behind him.

Qrow found a chair, and slumped into it as soon as James was out of sight. 

He should’ve guessed Yang wouldn’t be thrilled with the idea of two Atlesian strangers suddenly showing up. 

He picked up a metal figurine of a bird, and toyed with it while wondering what her reaction would be when he told her the two would be staying for a while. She probably figured out that part already. Not like there was anywhere else for them to stay on Patch.

He put the figurine back on the table with a light clack, and raked his fingers through his hair. 

It wasn’t Yang’s reaction he should be worrying about, but his own. Rather than frustration at the predicament, frissons of excitement coursed through his chest, and if he was being completely honest with himself, that was mostly due to James.

The man represented everything he hated about Atlas—their arrogance, their harmful ignorance. By all rights, Qrow should despise him, or at least want him out as soon as possible. He shouldn’t be thinking about the blue of James’s eyes, or his tallness. He shouldn’t be enjoying their conversations as much as he was, or hoping in the back of his mind that the boat would take months and months to build.

But of course he was. That’s the way things always worked out for him. It seemed he was destined to be attracted to people it would never work out with.

His mood dampened, he pushed himself to his feet and jammed his hands in his pockets. Maybe he was just lonely. Yeah, that had to be it. Tai just had to come back from whatever place he’d managed to get lost in, and Qrow’d be back thinking rational thoughts again in no time at all. 

Qrow gusted a sigh, and left to set up those sleeping bags he’d promised, trying his best to put any thoughts of James Ironwood away, and failing.

The water that sprayed from the cramped ship shower was, thankfully, warm. 

James closed his eyes and let it spray against his face, the dissonant sound of droplets beating against both metal and flesh filling his ears.

He stood like this for a long while, let the water drain away his weariness and replace it with calmer, sleepier feeling instead. 

Finally, he opened his eyes and pressed his cybernetic hand against the shower wall. His eyes drifted over each metal plate, each light that glowed over a power cell, and he tried to work through the events of the day. 

It almost didn’t feel real. Part of him still expected the shrill beeping of his alarm to drag him out of this strange and terrible dream. His lips curled into a wry smile. A dream. That would be wonderful.

The moment he woke up he’d probably go to Penny first. He’d smile at her, talk about her bear, and show her how to build even more things. He’d go to Dr. Polendina next and hug the man, making sure he knew the depth of James’s respect for him. He’d call Winter, too, perhaps ask her about her day.

Everything would be familiar—quiet—clean. There’d be no murders, no lies, no… no Qrow to distract him from what was important.

That last thought dragged him out of his daydream and filled his mind with images of red eyes and confident grins instead.

He shook his head, and huffed a tiny, annoyed breath. Grumpily, he gripped a citrusy smelling soap, lathering it up and rinsing away the day’s grime.

He was soon finished, and he twisted off the water before stumbling out of the shower. Methodically, he dried himself, and after delaying as long as possible, he turned to stare with trepidation at the available clothes. 

The sweatpants were fine. He could easily wear those, but the t-shirt… 

He shouldn’t care what Qrow would think. He’d probably already noticed that James’s hand was strange under the glove. If the sight of a metal arm put him off, then so be it. It didn’t matter. 

James continued to tell himself this while ignoring the t-shirt, and shrugging on his dusty turtleneck instead. He told it to himself while pulling on socks and his glove as well, then he folded the remaining clothes and set them in a nearby hamper. 

Tiredly, he left the bathroom, and tried to ignore Qrow’s gaze as the man looked over the amount of clothes he was wearing. 

“Uhh… you know those can’t be washed if they’re on you, right?” Qrow had one eyebrow arched.

“I’ll take care of it,” James said tiredly. “Right now though, I just want to sleep.”

Qrow mutely pointed to the sleeping bags on the ground, and James collapsed into the nearest one.

It was mere moments before he drifted into sleep.


	6. Grimm Tidings

**Notes for the Chapter:**

> James remembers pieces of how he lost his right side in this one, so if stuff like that bothers you, consider yourself warned I guess.
> 
> Also I added some CSS styling to the fic. What do you think? Yay? Nay?

Fractured images flowed through James’s dreams, distant echoing voices accompanying them.

He felt a sort of distance from them. Rather than taking part in his dreams, it was more like he was watching them from underwater, peering up at the rippling surface and only seeing a shifting oval of what lay above, the rest obscured in darkness.

Searing, undulating flames were what currently filled the oval, as well as the bitter tang of fear. There was also screaming, but not his. Even if he’d wanted to, his throat was too full of blood and ash to utter any sound.

Someone had thrown in a scattering of red dust crystals. He remembered watching in dull horror as they hit the ground with a clatter. 

The bullets followed immediately after, each one hitting a crystal. Each one causing the building they were in to sink, shift, and crumble.

_Why?_ They knew he and the others were in there.

They were afraid of something.

_Of what?_

That was a part of the memory that was obscured.

Slowly, he turned his head. One of his companions was lying prone in the dirt, crushed and killed by the same rubble that was pinning his right side to the ground. The visor of her helmet had cracked open, and a single, glazed over brown eye stared straight at him.

Staring back, he wondered what would kill him first—the flames, or the pieces of building that were crushing him. 

He knew he should be worried that the pain that had been almost too much to bear had faded into an odd tingling, but he was glad it didn’t hurt anymore.

Oh well.

It wasn’t like it mattered at this point, anyway.

The images twisted and stretched until they were nothing but calm, still blackness.

A familiar voice cut through, as well as footsteps that got louder, then quieter, then louder again. Was Dr. Polendina pacing?

“It’s amazing,” the doctor said. “I didn’t think Merlot had it in him, but these beetles he found and… changed. If my hypothesis is correct, they can steal and store an aura. We just didn’t notice it before because it doesn’t work if the aura in the subject isn’t activated.”

Silence came in place of where an answer should have been. Perhaps he was talking on his scroll.

“Yes, I’m sure it was his aura that was somehow activated,” the answer finally came. “I mean, how else would he be alive? Even miracles have their limits, you know.”

More silence.

The pacing stopped. “Well if you want to be certain, hasten with those parts I requested. He won’t be alive for much longer if I don’t do anything.”

The darkness rippled, and was replaced with a white ceiling. There were thick white curtains as well, partitioning him off from the rest of the room.

James lay on a thin mattress and stared at his metal hand. He wasn’t sure how he felt about it. He wasn’t sure he was feeling at all.

Curtain rings scraped against a metal rod, and Dr. Polendina stepped inside. 

James didn’t look up. 

Dr. Polendina frowned and smoothed a hand over his thick, white beard. “I tried to get it as close as I could to the other half.” 

James’s only response was a sidelong glance. 

“Some of the nerve calibrations are probably off, and temperature can be a little strange, but we can fix that if you let us know about any problems.” The doctor sat in a nearby chair, folding his hands in his lap. “Ah… don’t worry about having to pay for them either. The cost has been… taken care of.”

“Why?” James finally asked.

“Why what?” Dr. Polendina blinked.

“Why attach a fortune’s worth of prosthetics to someone who might not have wanted them in the first place.” James turned to look up at him, robotic fingers twitching.

He frowned, and tapped a nervous finger against a knuckle. “…I was nearby, and I had the opportunity to save a life that only I could save. Besides, you’re a hero of sorts now, aren’t you?”

Pain flashed through James’s eyes. “Hardly,” he whispered. “I was blown up by members of my own team on what should’ve been a simple inspection job.” His head started to ache as he tried to remember more details. They’d been afraid. Of what? 

Dr. Polendina seemed to notice his struggle, and tried to change the subject. “Well, if it counts for anything you were _honorably_ discharged rather than dishonorably.” 

James frowned. “Discharged? Why, because of these?” His metal hand clenched into a fist. “I thought they were supposed be as good as the original limbs. More versatile, even.”

The doctor grimaced. “They are, but they’re also something that we’ve never done before.” He looked away. “Also, the aura laws… They trust you, and your integrity, so they’re willing to write it off as a miracle, but…”

“But it might not look that way to other people, and they have a reputation to uphold,” James said flatly.

“Exactly!” Dr. Polendina brightened at James’s understanding, but it was quelled as soon as he saw the look on James’s face. “…I wondered about that, actually.”

“Wondered about what?” James asked.

“You graduated Atlas Academy with top marks in engineering. There were so many paths available to you. Why choose the military?” Dr. Polendina asked.

James ignored the implication that Dr. Polendina had looked into his past so thoroughly. “I thought it was the best way I could help people.” He leaned back against his pillow and closed his eyes. “I was hoping to become a Specialist. Though I guess that’s not an option anymore.”

“No,” Dr. Polendina agreed, “but neither was it the only option.” He was silent for a moment, and chewed his lip. “Say, how would you feel about working with me?”

James blinked. “Aren’t you the head of Schnee Corp robotics? I’m sure there are countless people more qualified than I.”

“True,” Dr. Polendina agreed, “but I’ve come to realize more and more that qualified doesn’t equate enjoyable to be around. Besides, consider it a penance of sorts.”

“Penance?” James asked.

“My reasons for helping you weren’t entirely… altruistic.” Dr. Polendina rose from his chair. “Think about my offer. You don’t have to decide now.” He gave a small smile, then walked away before James could respond.

  
  


Small hands shaking his arm dragged him into wakefulness. 

Night had fallen, and as he rolled to see who had wakened him, he found himself face to face with Penny’s green eyes. They were almost luminous in the darkness. 

She was clad in black pajamas that he guessed belonged to Ruby, and at some point she’d put her stuffed whale in the crook of his arm. He couldn’t help but smile at that. “Penny?” He asked tiredly. “Is something wrong?”

“There’s a monster outside,” she whispered, her voice small and terrified.

He yawned and sat up, not too surprised. This was her first time sleeping in a new place, after all. “Where? I’ll take a look.” 

Eyes still wide, she silently pointed to a small window next to the ship’s door.

He nodded, pushing himself to his feet with a grunt.

It was dark inside the ship at night, and with only a few patches of moonlight to light his way, it was difficult to weave his way past the furniture. Even with his arms outspread feeling for obstacles, he nearly tripped over a chair.

When he finally reached the tiny window, his own eyes widened. Outside, shuffling around in the dirt, was the shadowed form of a hulking beast.

It was shaped like a cross between a wolf and a man, but it moved like neither. As it shambled closer, he could see the white surface of bone covering its head in place of the top of its head, almost like someone had flayed away the top layer of skin and muscle, leaving only the skull to shine underneath. It was huge as well, and he was certain it would tower over him if he went out to face it.

He wordlessly turned to look at Penny, lips parted in horror, and she stared back, arms wrapped around herself. This was real. She’d seen it too. Had Qrow been right about the Grimm?

He turned back to the window, and nearly stumbled away when he saw it was watching him. Its eyes were baleful and glowing with an angry red.

It stared at him a moment longer, and slowly opened its mouth. A long black tongue lolled out past sharpened teeth, then it threw its head back. A haunting howl from a glowing red throat echoed past him and Penny, filling every nook and cranny with the sound.

More of the beasts began crawling of the shadows, more than James thought anybody could hope to face.

He stepped away from the window, and turned towards the hallway. “Qrow.” 

The sound was hoarse, weak. 

He set his jaw, and swallowed before trying again. “Qrow!” Clear and firm this time. His hands clenched into tight fists.

Qrow exited his room, sword already in hand. He was still wearing the same clothes he’d been wearing earlier that day, and his eyes weren’t clouded in the way they were in someone who had just woken up from sleep. In fact, the only differences from earlier were that he was slightly more rumpled, and his feet were bare. “Yeah, yeah. I heard it.”

He strode up to the window, and cursed. “There shouldn’t be this many this close. I thought I killed everything around here.”

When he got no response, he looked over to see both Penny and James utterly shaken to their core.

Sighing, he walked over to Penny first, ruffling her hair. “Hey, don’t be afraid. Me and the girls got this.” He rolled his shoulders and headed back to the door, pausing for a moment in front of James.

Using his free hand, he reached to grip James’s shoulder and met his eyes. “Seriously. Don’t be afraid. We know how to take care of stuff like this.”

James nodded, and Qrow, satisfied with whatever, he saw, released him and dashed out without even pausing to put on shoes.

Yang and Ruby soon followed, a wide grin on Yang’s face and pure determination on Ruby’s.

Penny stood and took James’s hand, and they both moved to stare out the window.

His eyes found Qrow, and he watched in wonder as little mechanical pieces in the scavenger’s sword moved to transform it into a scythe.

Qrow became a whirlwind of movement that James’s eyes could barely track. He wove through the masses of Grimm. The scythe moved as if it was an extension of his body, weaving, slicing, and plunging through bone and shadow.

Bright moonlight shone white against the blade, and it almost looked as if arcs of light were at Qrow’s command as he slaughtered the Grimm, dissolving them into pools of shadow that evaporated into tendrils of black smoke.

James’s breath caught in his throat when the Grimm wolf slice its claws through Qrow’s back, but Qrow merely gritted his teeth at the pain, pivoting on his heel and hacking with his scythe through the center of its body.

The torso of the Grimm barely slowed the blade, and it sliced through like a razor dragged over the belly of a fish. 

The claw marks on Qrow’s back healed before James’s eyes, leaving only a a torn shirt and bloodstains to mark that they had been there at all.

The girls hadn’t thrown themselves into the center of the fray the way Qrow had. 

Ruby zipped along the edge of the mass of monsters with a scythe of her own, moving just as quickly as her uncle, and picking off each Grimm one by one.

Yang was like a force of nature, using her fists to dispatch Grimm that dared to wander too close in droves.

It was over within moments, and Qrow’s scythe folded back into a sword before he tiredly followed his two nieces back to the ship, leaving only black smoke in their wake.

James watched in awe, now understanding what Qrow had meant earlier when he’d said that the youngest would be able to take him on with a hand tied behind her back. “That was… amazing.”

Ruby looked as if she was going to say something in agreement, but her shyness won over and she nervously laughed instead.

“Yeah, we know a thing or two about fighting here on Patch,” Qrow grinned, setting his sword against the wall before shrugging out of his shirt.

James tried to keep his eyes from lingering on Qrow’s naked torso. There were almost no scars on the smooth expanse of skin. Subconsciously, his hand reached to touch the line of thick scars that knotted down the center of his own chest.

“Damn,” Qrow murmured as he looked over the back of the shirt that had been rent by Grimm claws. “I liked this one, too.”

“You own like… 7 others just like it.” Yang grinned.

“Yeah, but this one was extra comfy.” Qrow sighed.

James reached for it. “If you let me borrow a needle and thread, I’ll fix it later.”

Qrow blinked. “Really?”

James couldn’t help but take some offense at the stunned note in his voice. “I know how to do a _few_ useful things, Qrow. Besides, it’s the least of what I owe you.”

Qrow laughed. “Don’t worry about what you owe me Jimmy, I already paid myself from your wallet. Just don’t cause too much trouble, and work on getting yourself out of here.” He tossed the shirt at James’s chest. “I won’t complain if you fix it, though. It’s a good shirt.”

James caught the garment and sighed. “Of course.”

Qrow grinned at him, and turned to head back to his room. “Night night, sleep tight, and try not to get eaten.” 

Both James and Penny watched as he and his nieces headed back to their rooms, and he reached for his wallet to check how much Qrow had taken. It was a good amount, but not too much. He and Penny would still have enough Lien to get by for a while.

She looked up at him with excitement. “Do you think I could learn to do that?”

“Fix a shirt?” He moved to the sink to rinse the blood of with cold water. “Of course.”

“No.” She emphatically shook her head. “Do you think I could fight the monsters like that?”

He paused. “I… I don’t know. I’m hoping you don’t ever have to.”

She looked thoughtful. “Maybe Ruby could teach me. I bet she would if I asked. She is very kind.”

He let the water run over the cloth and his hands, watching as the red stain swirled away into pale pink. “…Don’t do anything too dangerous.”

Penny beamed. “Please do not worry about me. I know to be very careful.”

He nodded. “Let’s try to get some sleep. I have a feeling we’ll need the rest.”


End file.
